This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) relates to
the Class A Shares Representing Limited Partner Interests (the “Class A Shares”) of Tallgrass Energy, LP, a Delaware limited partnership (the “Issuer”), and amends and supplements the initial statement on Schedule 13D
filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 11, 2019 (the “Original 13D”), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on
March 25, 2019, Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on May 13, 2019, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on August 1, 2019, Amendment No. 4
to Schedule 13D filed by the Reporting Persons with the SEC on August 28, 2019, Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on September 26, 2019, Amendment No. 6 to the Schedule 13D filed by the
Reporting Persons with the SEC on December 18, 2019 and Amendment No. 7 to the Schedule 13D filed by the Reporting Persons with the SEC on February 20, 2020 (collectively, the “Schedule 13D”). Capitalized terms used but not
defined in this Amendment No. 8 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 3:
On April 17, 2020, the transactions contemplated by the Merger Agreement closed, as described below in Item 4. The total consideration
paid for the Class A Shares in connection with the Merger was approximately $3.5 billion. Approximately $2.9 billion of the consideration was funded through equity financing contemplated pursuant to the Equity Commitment Letter, and
the remaining consideration was funded through borrowings under the Credit Agreement and the revolving credit facility of Tallgrass Energy Partners, LP, a subsidiary of the Issuer.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4:
On April 17, 2020, pursuant to the Merger Agreement, at the Effective Time Buyer was merged with and into the Issuer, with the Issuer
surviving the merger and continuing to exist as a Delaware limited partnership. At the Effective Time, each issued and outstanding Class A Share as of immediately prior to the Effective Time (other than the Sponsor Shares) was canceled and
converted into the right to receive $22.45 per Class A Share in cash without any interest thereon. The Sponsor Shares, Class B Units and TE Units issued and outstanding immediately prior to the Effective Time were unaffected by the Merger,
and no consideration was delivered in respect thereof.
Following the consummation of the transactions contemplated by the Merger
Agreement, the Issuer’s Class A Shares ceased to be listed on the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Because the registration of the
Class A Shares will be terminated, Class A Shares held by the Reporting Persons will no longer be subject to reporting under Section 13(d) of the Exchange Act upon effectiveness of the deregistration. Consequently, this Amendment
No. 8 constitutes an exit filing for the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
Item 5(a) – (b) of the Schedule 13D is hereby amended and restated as follows:
This Amendment No. 8 reflects the beneficial ownership of the Reporting Persons upon the acquisition and cancelation of the Class A
Shares in connection with the Merger described above. Calculations of the percentage of Class A Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there were
124,307,584 Class A Shares outstanding (other than for (i) Class A Acquiror and the Prairie Secondary Acquirors, which assumes 23,652,463 Class A Shares outstanding, (ii) Up-C Acquiror
1, which assumed 116,431,256 Class A Shares outstanding and (iii) Up-C Acquiror 2, which assumed 31,528,791 Class A Shares were outstanding). These calculations also assumed that the 23,652,463
Class A Shares held directly by the Reporting Persons were the only Class A Shares outstanding upon the cancelation of the shares described above, and took into account the number of TE Units that may have been deemed to be beneficially
owned by the Reporting Persons, as applicable, which were exchangeable together with Class B Shares for a corresponding number of Class A Shares, pursuant to the TGE LP Agreement (defined in Item 6 below).